Exhibit No. 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 (the "Amendment"), dated as of March 27, 2000, is
entered into by and among Photronics, Inc., a Connecticut corporation
("Parent"), AL Acquisition Corp., a California corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), and Align-Rite International, Inc., a
California corporation (the "Company").
WHEREAS, Parent, Merger Sub and the Company have previously executed and
delivered that certain Agreement and Plan of Merger, dated as of September
15, 1999, by and among Parent, Merger Sub and the Company, as amended by
Amendment No. 1, dated as of January 10, 2000, by and among Parent, Merger
Sub and the Company (the "Merger Agreement"); and
WHEREAS, Parent, Merger Sub and the Company desire to amend the Merger
Agreement as set forth herein and pursuant to Section 7.3 of the Merger
Agreement
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Parent, Merger Sub and Company hereby agree as follows:
1. Definitions. Capitalized terms used herein but not expressly defined
shall have the meanings accorded such terms in the Merger Agreement.
2. Amendment of Section 5.17 of the Merger Agreement. Section 5.17 of
the Merger Agreement is hereby amended and restated to read, in its
entirety, as follows:
"Section 5.17. Sale of Shares by Parent. Parent, prior to the
Effective Date, will sell shares of Parent Common Stock acquired
by it within the two years preceding the Effective Date so that the
accounting by the Parent of the business combination to be effected
by the Merger as a "pooling of interests" will not be adversely
affected; provided that Parent shall have until the earlier of (i)
May 30, 2000 or (ii) the 20th day following the satisfaction of the
condition set forth in Section 6.1(d) to effect such sale."
3. Amendments of Section 7.1 of the Merger Agreement. All references
in subsections (b), (c) and (e) of Section 7.1 of the Merger
Agreement to "March 31, 2000" are hereby amended to read "May 31,
2000."
4. Authority.
Each of Parent and Merger Sub has full corporate power and authority
to enter into this Amendment. The execution and delivery of this
Amendment and the consummation by each of Parent and Merger Sub of
the transactions contemplated by the Merger Agreement, as amended
hereby, have been duly and validly authorized by the Boards of
Directors of Parent and Merger Sub. This Amendment has been duly
and validly executed and delivered by each of Parent and Merger
Sub and constitutes the valid and binding obligation of each of
Parent and Merger Sub, enforceable against each of Parent and
Merger Sub in accordance with its terms (except insofar as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of
equitable remedies).
The Company has full corporate power and authority to enter into
this Amendment. The execution and delivery of this Amendment and
the consummation by the Company of the transactions contemplated by
the Merger Agreement, as amended hereby, have been duly and validly
authorized by the Board of Directors of the Company. This
Amendment has been duly and validly executed and delivered by the
Company and constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms (except insofar as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally, or by principles governing
the availability of equitable remedies).
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without
regard to any applicable conflicts of law.
6. Counterparts; Effect. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.
7. Merger Agreement Confirmed. Except as amended hereby, the Merger
Agreement is ratified and confirmed in all respects. Each reference
in the Merger Agreement or any other related document to the Merger
Agreement, the Agreement or this Amendment shall be deemed to a
reference to the Merger Agreement as amended hereby.
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this
Amendment to be signed by their respective officers thereunto duly
authorized, all as ofthe date first written above.
PHOTRONICS, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Finance and Administration
AL ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ALIGN-RITE INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------
Name: Xxxxx X. XxxXxxxxx
Title: Chairman of the Board,
Chief Executive Officer
and President
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President of Finance,
Chief Financial Officer
